Advanced Amounts Clause Samples
The 'Advanced Amounts' clause defines the terms under which one party provides funds to another in advance of the delivery of goods, services, or completion of contractual obligations. Typically, this clause outlines the conditions for advancing funds, repayment schedules, and any interest or penalties associated with the advanced amounts. Its core practical function is to ensure both parties understand the financial arrangements for upfront payments, thereby reducing the risk of disputes and clarifying expectations regarding the timing and handling of advanced funds.
Advanced Amounts. If NGM elects to exercise the NGM ANS Option, then, notwithstanding Section 7.5.1, and regardless of the level of NGM ANS Allocation elected by NGM, Merck would advance to NGM and/or absorb on behalf of NGM an amount equal to [*] of the total of the Development Costs and Allowable Expenses (the “Advanced Amounts”), which would be carried forward and recouped by Merck out of NGM’s share of future Adjusted Net Sales from such Product as well as NGM’s share of future Adjusted Net Sales from any and all other Products as to which NGM has exercised the NGM ANS Option; provided, however, that such Advanced Amounts are subject to an aggregate cap of [*] across all NGM Optioned Products, unless otherwise agreed by the Parties. All Advanced Amounts shall be subject to an interest rate of [*], and such accrued interest shall be considered part of the “Advanced Amounts” for purposes of this Agreement, except that such interest amounts shall not be included when determining whether the Advanced Amount cap set forth in the foregoing sentence has been met. Should NGM exercise the NGM ANS Option and elect an NGM ANS Allocation that is more than [*] (such amount over [*], the “Self-Funded Allocation Amount”), NGM would be solely responsible for funding such Self-Funded Allocation Amount of Development Costs and Allowable Expenses, as applicable. For example, if NGM exercises the NGM ANS Option and elects an NGM ANS Allocation Amount of [*], Merck would advance and/or absorb an amount equal to [*] and NGM would fund directly [*] of the total Development Costs and Allowable Expenses for such NGM Optioned Product. NGM would have the right to prepay any Advanced Amounts at any time, including prior to First Commercial Sale of the applicable NGM Optioned Product.
Advanced Amounts. During the Term, the Company shall have the right to request amounts in the form of a loan (each such advance, an “Advanced Amount”) from the Credit Support Providers to engage in specified activities; provided, however, an Advanced Amount shall only be sought by the Company if (i) the Company is proposing to use the Advanced Amount to finance a specifically identified project with significant debt funding requirements and (ii) the Company is unable to obtain funding for such project from other sources on commercially acceptable terms. The Credit Support Providers shall consider the request for any Advanced Amount in good faith, although the Credit Support Providers shall not have the obligation to fund any Advanced Amounts. The terms of any such Advanced Amounts shall be determined on a case by case basis between the Company and the applicable Credit Support Provider(s).